REPORT 2018-2019 COMMITTED TO ENRICH THE STEEL SECTOR OF BANGLADESH ANNUAL REPORT 2018-2019 GPH ISPAT LTD. Registered Office Dhaka Office Crown Chamber, 325 Asadgonj Hamid Tower (3rd & 11th floor), Chattogram-4000, Bangladesh. 24 Gulshan C/A, Circle -2, Dhaka-1212 Tel: +88 031 631460 (PABX), +88 031 2854997 Tel: +88 02 9840177 Fax: +88 031 610995 Fax: +88 02 9880366 E-mail: [email protected] E-mail: [email protected] Factory Masjiddah, Kumira, Sitakunda, Chattogram, Bangladesh. E-mail: [email protected] Website: www.gphispat.com.bd 36 I Board of Directors’ Report (English Version) TABLE OF 48 I Board of Directors’ Report (Bengali Version) CONTENT 57 I Annexure of Directors’ Report 80 I Audit Committee Report Introduction I 04 81 I Nomination and Remuneration Committee Report About GPH Ispat Limited I 06 82 I Value Added Statement Our Vision & Mission I 09 83 I Independent Auditors’ Report and Financial Statements Our Values I 09 140 I Certificates Transmittal Letter I 10 142 I BUET Test Report th Notice of the 13 Annual General Meeting I 11 144 I Events Album Corporate Information I 13 148 I News Board Board of Directors I 16 149 I Form of Proxy Board of Directors’ Committee I 17 Management Team I 18 Directors’ Profile I 19 Message from the Chairman (English Version) I 28 Message from the Chairman (Bengali Version) I 30 Message from the Managing Director (English Version) I 31 Message from the Managing Director (Bengali Version) I 33 Graphical View I 34 GOD FEARING PLAIN LIVING HIGH THINKING 04 GPH ISPAT LIMITED I ANNUAL REPORT 2018-2019 “IN THE BEGINNING, GOD CREATED MAN” and after thousand years of intelligence, precision, hard work and innovation, man created steel – one of the greatest innovations of all time. This super-strong, carbonized and alloyed form of iron is an element without which modern life is literally unimaginable. From skyscrapers and planes to syringes and forks, steel is an essential part of our everyday life. GPH ISPAT LTD. One of the leaders of Bangladesh in manufacturing steel promises a super strong future and economy with its world class products. Not only structural bar, but GPH Ispat Limited is also one of the producers of low & medium carbon and low alloy Steel Billets in Bangladesh, the main ingredients of manufacturing graded steel bar. As GPH is ensuring the highest quality products in Bangladesh as per various international and national standards, GPH Steel Billets and Bars are getting exported to other countries after nourishing national demand. The introduction of GPH Ispat Limited has all the potentials to take Bangladesh quite a few steps forward to a stronger, brighter tomorrow. GPH ISPAT LIMITED I ANNUAL REPORT 2018-2019 05 ABOUT GPH ISPAT LIMITED GPH Ispat Limited is one of the leading integrated steel manufacturing companies in Bangladesh engaged in manufacturing and trading of M. S. Billet and M. S. Rod. The Company was incorporated in Bangladesh on May 17, 2006 as a Private Limited Company limited by shares under the Companies Act, 1994. The Company converted into a Public Limited Company along with the subdivision of face value of shares from Tk. 100 to Tk. 10 each and enhanced Authorized Capital from Tk. 1,000 million to Tk. 2,500 million on December 18, 2009. GPH Ispat Limited came to Initial Public Offering (IPO) in February 2012 and became listed with Dhaka Stock Exchange Limited and Chittagong Stock Exchange Limited in April 2012. The company enhanced its Autho- rized Capital from Tk. 2,500 million to Tk. 10,000 million in September 2015. GPH Ispat Limited also issued 03[R]:02 Right Shares in June, 2016. 06 GPH ISPAT LIMITED I ANNUAL REPORT 2018-2019 The commercial production of the factory commenced on August 21, 2008 with an annual production capacity of MS Billet 84,000 metric ton and MS Rod 120,000 metric ton of different diameter ranges from 8 mm to 40 mm. In 2012, GPH Ispat increased its production capacity of MS Billet from 84,000 metric ton to 168,000 metric ton per annum. Subsequently, the annual production capacity of MS Billet and MS Rod increased to 210,000 metric ton and 150,000 metric ton respectively in the year 2018. At present, GPH Ispat is in the process of large-scale expansion of production with the world’s most advanced technology based on “EAF Quantum Technology” by enhancement of production capacity of MS Billet 840,000 metric ton and MS Rod, Medium Section Products (Steel Beam, Angle, Channel, Flat Bar etc.) 640,000 metric ton per annum. After completion of the said production expansion, the total annual capacity of MS Billet and MS Rod, Medium Section Products will reach to 1,050,000 metric ton and 790,000 metric ton respectively. GPH ISPAT LIMITED I ANNUAL REPORT 2018-2019 07 08 GPH ISPAT LIMITED I ANNUAL REPORT 2018-2019 OUR VISION & MISSION VISION “to enrich the steel sector of Bangladesh as a beacon of light for others and to help the country in upcoming infrastructural development.” MISSION “to provide customers with excellent services and products resulting in constant improvement and innovation at the highest level of quality.” OUR VALUES We are committed to provide enjoyable work environment for our employees, our most important resources. We will continually promote teamwork, quality improvement and excellence in all places of business for establishing good governance. We will provide products and services of highest quality and value by responding to our customers with promptness, sensitivity, respect and always with integrity. We enrich stakeholders’ interest where employees are our Strength, customers are our Brand Ambassador and suppliers & service providers are our Value Chain. We meet the challenges of Earthquake with our quality products in strong infrastructure development to secure the safety of country people. We will maintain a financially strong, growth-oriented company for the protection of our shareholders & employees through leadership & innovation. We ensure that our production process is free from environmental pollution. GPH ISPAT LIMITED I ANNUAL REPORT 2018-2019 09 TRANSMITTAL LETTER November 30, 2019 The Valued Shareholders of GPH Ispat Limited Bangladesh Securities and Exchange Commission Registrar of Joint Stock Companies & Firms Dhaka Stock Exchange Limited Chittagong Stock Exchange Limited Subject: Annual Report for the year ended June 30, 2019. Dear Sir(s), We are pleased to enclose the notice of 13th Annual General Meeting, a copy of the Annual Report together with the Audited Financial Statements including Statement of Financial Position, Statement of Profit or Loss and Other Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year ended June 30, 2019 along with the notes thereon of GPH Ispat Limited for your kind information and record. It may be mentioned here that as per notification no. BSEC/CMRRCD/2006-158/208/ Admin/81, dated 20 June, 2018 issued by Bangladesh Securities and Exchange Commission, we are sending the Notice of Annual General Meeting and Annual Report along with Annual Audited Financial Statements to the valued Shareholders through e-mail addresses available in their Beneficial Owner (BO) accounts with the Central Depository System. Yours sincerely Abu Bakar Siddique, FCMA Executive Director-Group and Company Secretary GPH ISPAT LTD. Corporate Oce : Crown Chamber, 325 Asadgonj, Chattogram-4000, Tel: +88 031 631460 , Fax: +88 031 610995, E-mail: [email protected] Dhaka Oce: Hamid Tower (3rd & 11th oor), 24 Gulshan C/A, Circle -2, Dhaka-1212, Tel: +88 02 9840177, Fax: +88 02 9880366, E-mail: [email protected] 10 GPH ISPAT LIMITED I ANNUAL REPORT 2018-2019 NOTICE OF THE 13th ANNUAL GENERAL MEETING NOTICE OF THE 13TH ANNUAL GENERAL MEETING Notice is hereby given that the 13th Annual General Meeting of the Shareholders of GPH Ispat Limited will be held on Thursday, 26 December, 2019 at 11.00 am at City Hall Convention Center, Agrabad Access Road, Chattogram-4100 to transact the following business: Agenda-1: To receive, consider and adopt the Audited Financial Statements of the Company for the year ended 30 June, 2019 together with the Auditors’ Report and Directors’ Report thereon. Agenda-2: To approve the Dividend for the year ended 30 June, 2019. Agenda-3: To elect Directors in terms of the relevant provision of Articles of Association. Agenda-4: To approve the appointment of Independent Directors in terms of Corporate Governance Code. Agenda-5: To appoint Statutory Auditors for the year ended 30 June, 2020 and to fix their remuneration. Agenda-6: To appoint the Corporate Governance Compliance Auditors for the year ended 30 June, 2020 and to fix remuneration. Agenda-7: To approve the remained un-utilized Rights Issue Proceeds of Tk. 35,051 for utilization in appropriate head which was un-utilized in Rights Issue Expenses. By order of the Board Abu Bakar Siddique, FCMA Dated: November 30, 2019 Executive Director-Group and Company Secretary Notes: 1. The Shareholders, whose name appears in the Share Register of the company or in the Depository Register on the record date (November 21, 2019) will be eligible to attend the 13th Annual General Meeting and to receive the Dividend. 2. A Shareholder eligible to attend and vote at the Annual General Meeting, may appoint a proxy to attend and vote in his/her stead. The Proxy Form attached with this Annual Report, duly filled in, signed and stamped must be submitted to the Company’s Registered Office, Crown Chamber, 325 Asadgonj, Chattogram not later than 48 hours before the time fixed for the Annual General Meeting. 3. Annual Report for the year ended on 30 June, 2019 and proxy form are available in the company’s website at www.gphispat.com.bd.